Chapter Bylaws

ARTICLE I - NAMEThe name of this non-union, non-profit organization shall be ISACA Tallahassee Chapter, hereinafter referred to as “Chapter”, a Chapter affiliated with the Information Systems Audit and Control Association (ISACA), hereinafter referred to as “Association”. The Chapter, apart from its affiliation with the international Association, is an independent entity from any other association, enterprise, or entity.

ARTICLE II – PURPOSECHAPTER’S PURPOSEThe ISACA Tallahassee Chapter mission is to support the professional development of our members and enhance the benefits of IT governance, control and assurance in the business community.The primary purpose of the Chapter is to promote the education of individuals for the improvement and development of their capabilities relating to the auditing of, management consulting in, or direct management of the fields of IT governance, IS audit, security, control and assurance.The objectives of the Chapter are to:a. Promote the education of, and help expand the knowledge and skills of its members in the interrelated fields of IT governance, IS audit, security, control and assurance;b. Encourage an open exchange of IT governance, IS audit, security, control, and assurance techniques, approaches, and problem solving by its members;c. Promote sufficient communication to keep members abreast of current events in IT governance, IS audit, security, control and assurance that can be of benefit to them and their employers;d. Communicate to management, auditors, universities, and to IS professionals the importance of establishing controls necessary to ensure proper IT governance and the effective organization and utilization of IT resources; ande. Promote the Association’s professional certifications and IT governance.

ARTICLE III - MEMBERSHIP AND DUESSECTION 1 - CLASSIFICATIONS AND QUALIFICATIONSMembership in the Association is a requirement for membership in a Chapter. Therefore, upon joining the Chapter, a person must also join the Association, with accompanying rights and responsibilities.

a. Regular Member — any person interested in the purpose and objectives of the Chapter as stated in Article II shall be eligible for membership in the Chapter, and the Association, subject to rules established by the Association Board. Members shall be entitled to vote and to hold office at the Chapter level.b. Retired Member — any member, who presents proof of retirement status, subject to rules established by the Association Board. Retired members shall be entitled to vote and shall be entitled to hold office at the Chapter level.c. Student Member — full time student currently enrolled in a degree program of an accredited college or university, subject to rules established by the Association Board. Proof of enrollment shall be submitted annually. Student members shall be entitled to vote but not be entitled to hold office at the Chapter level.

SECTION 2 - ADMISSIONa. Potential members shall:1) Meet the requirements of membership as outlined in Article III, Section 1.2) Complete an Association membership application form.3) Pay required dues to the Chapter and the Association.4) Follow the Code of Professional Ethics of the Association.b. Membership in the Association shall be conferred upon an individual when the Association has accepted the membership application and received the required Association dues for that individual.

SECTION 3 – DUESa. Chapter dues shall be payable on or before 1 January of each year, in an amount determined by the Chapter Board, plus Association dues.b. Dues and fees must be paid in full to ISACA International Headquarters.c. A member shall forfeit membership if dues, fees, or assessments have not been paid to the Association in compliance with terms as set by the ISACA Board of Directors and to the Chapter as required.d. Resignation — any member who resigns shall not be entitled to a refund of his/her annual membership dues.

ARTICLE IV – CHAPTER MEETINGSSECTION 1 - EDUCATIONAL SESSIONSEducational sessions of the Chapter membership shall be held at a minimum of 4 per year, based on the Chapter Program Plan, unless otherwise determined by the Chapter Board.

SECTION 2 – ANNUAL GENERAL MEETINGThe regular meeting in December shall be known as the Annual General Meeting and shall be for the purpose of electing officers, receiving reports of officers and committees, and for any other business that may arise.

SECTION 3 - SPECIAL MEETINGSSpecial meetings may be called by the President, the Chapter Board or upon written request by ten (10) of the Chapter members. The purpose of the meeting shall be stated in the call.

SECTION 4 - MAIL OR ELECTRONIC VOTINGIf required, paper mail or electronic means may be used for the purposes of membership voting on resolutions approved by the Chapter Board, and such correspondence will be considered a special meeting for the purposes of these bylaws.

SECTION 5 - QUORUMThe quorum for any annual general or special meeting shall be fifteen members. In absence of quorum, the meeting may be adjourned, and reconvened one week later, unless otherwise determined by the Board. The new date and time will be communicated to members.SECTION 6 - ACT OF THE MEMBERSHIPThe affirmative vote of the majority of the members present and voting at any chapter meeting shall constitute an act of the membership.

SECTION 7 - NOTIFICATIONMembers shall be notified 30 days in advance of the Annual General Meeting. Members shall be notified at least 10 days in advance of any Educational Sessions or Special meetings, except in case of emergency. Notification may be by postal mail, by email or by telephone.

SECTION 2 - TERM OF CHAPTER OFFICERSa. The Chapter Officers, except the President, Vice-President, and Immediate Past President, shall be elected for a term of two years, or until their successors are elected and assume office, or until they resign or are removed from office. The term of office shall begin at the close of the Annual General Meeting at which they are elected.b. The President and Vice-President shall be elected for a one-year term, or until their successors are elected and assumes office. The new President shall be the prior year’s Vice-President. The outgoing President shall be the following year’s Immediate Past President. c. No member shall hold more than two (2) Chapter offices at a time. The President and Treasurer are excluded from serving dual roles for internal control purposes. No member shall be eligible to serve more than two (2) consecutive terms in the same Chapter office.

SECTION 3 - DUTIES OF CHAPTER OFFICERSThe Chapter Officers shall perform the duties prescribed by these bylaws, and the parliamentary authority adopted by the Chapter.1) Chapter President - The President is the executive head of the chapter and is looked upon as the local representative of ISACA by the membership and the community. The President directs chapter activities and efforts to ensure professional and personal growth for the membership. The Chapter President also:1. Executes the policies and decisions of the Chapter Board 2. Coordinates development of annual and long-range chapter goals and objectives for presentation to and approval by the Chapter Board3. Presides over all meetings of the chapter and the Chapter Board4. Organizes chapter structurea. Develops clear lines of authority and communicationb. Establishes a reporting system to keep board and membership apprised of chapter activitiesc. Appoints, with the approval of the Chapter Board, all committee chairpersonsd. Be an ex-officio member of all committees except the Nominating Committee5. Directs chapter activities and establishes a chapter calendar, including target dates for task completion6. Communicates chapter information and concerns to ISACA International Headquarters7. Attends meetings sponsored by ISACA International Headquarters as chapter representative8. Completes and submits—or ensures completion and submission of chapter annual reporting requirements (i.e., chapter annual report and balance scorecard) within 30 days after the chapter’s Annual General Meeting9. Submits an audit report or verification/review letter, confirming that the chapter financials were reviewed by an impartial third party (i.e., someone not on the Chapter Board)10. Coordinate initiatives involving partnerships and alliances11. Serve as liaison and advisor in coordinating the activities of the local Chapter in support of the Association 12. Assume the office of Immediate Past President at the completion of his/her term as President.

2) Vice-President - The chapter Vice President assumes the duties of President when the President is absent and assists the President in establishing committees. He/she is responsible to the President, Chapter Board and chapter membership.1. Perform the duties of the President in the event of his/her absence or Assists the President in establishing committees 2. Assume the office of President at the completion of his/her term as Vice President.3. Directs and coordinates the administrative activities of standing, select committees, and Nominating Committee 4. Reports committee activities for standing and select committees5. Reviews and updates all position descriptions and performance standards6. Ensures there are no obsolete, inadequate or incorrect descriptions or unrealistic standards7. Assists the President and treasurer in the preparation of the chapter budget8. Establishes and maintains relationships with other professional associations9. Attends internationally-sponsored meetings for chapter leaders as President-elect or as designated by the current chapter President10. Serves as the adviser to the Communications/Chairs/Committee Board member

3) Secretary - Maintains the chapter’s records, minutes of board and chapter meetings, and the chapter bylaws. Responsible for the maintenance and retention of forms, documents, and correspondence.1. Acts as parliamentarian for all board and chapter meetings2. Calls the roll and records attendance at all Chapter Board meetings3. Keeps written minutes of all Chapter Board meetings and reads minutes of previous board meetings to membership, as necessary4. Maintains all chapter records, except those specifically assigned to other officers or committees. 5. Maintains current-year working file for the chapter6. Presides over board and chapter meetings in the absence of the President and vice President7. Receives mail from chapter post office box (if one is established) on a regular basisa. The secretary may delegate this role to other members appointed by the Board8. Issues meeting notices for all Chapter Board meetings and other meetings, as appropriate9. Oversees chapter correspondence, except those that are specifically assigned to other officers10. Provides assistant to the chapter membership director/committee to maintain record of all officers, board members and membership11. Manages an annual survey of the chapter membership 12. Performs other duties as assigned by the President

4) Treasurer - Prepares and maintains the official books and accounting records for the chapter and is responsible for filing tax forms and responding to audit requests. Responsible for maintaining appropriate internal controls over the chapter’s financial assets. 1. Maintains a balanced financial record 2. Ensures a complete, clear and balanced audit trail of all chapter financial transactions for the current and prior years3. Collects fees for monthly meetings and other chapter activities4. Prepares a regular treasurer’s report for board meetings and the newsletter to ensure that the board and the membership know the financial position of the chapter at all times5. Prepares a chapter year-end report6. Prepares and returns annual chapter tax packet that is requested by ISACA International Headquarters7. Organizes annual audit of chapter finances and activities for previous year8. Assists President with preparation of the annual budget9. Performs other duties as assigned by the President

5) Immediate Past President - servers as an advisor to the current Chapter Board.1. The immediate past President serves as an advisor to the current President and other board members. He/she may also assist in organizing events, chairing special committees, or researching responses to questions from the board. He/she may serve on the chapter's nominating committee, review candidates for board vacancies and propose the recommended slate of candidates that is presented at the chapter’s Annual General Meeting, and2. Performs other duties as assigned by the President.

6) Communications Director - Notifies members of upcoming chapter events. Oversees involvement with sponsorship of third-party events and the related advertising materials on the chapter web site. Determines appropriate (e.g., web site, newsletter, social media, email) avenues for chapter communications.1. Notifies chapter members and other interested parties of chapter events2. Responsible for all internal chapter communications, including, but not limited to, the publication of a quarterly newsletter3. Encourages member articles in Association publications (e.g., ISACA Journal)4. Distributes copies of publicity appearances to members of the chapter and ISACA International, as appropriate5. Oversees electronic communications to members and management of communication database.6. Maintains electronic email lists of members

7) Marketing Director - 1. Responsible for assessing third parties for eligibility of sponsorship by the chapter2. Serves as a liaison with third parties that request chapter sponsorship or advertising of their events to the chapter membership3. Responsible for assisting with publicity for chapter events and, as deemed appropriate by the Chapter Board, for interacting with media contacts to obtain coverage of chapter events4. Presents an annual marketing budget for Board approval.5. Responsible for the Chapter Newsletter6. Performs other duties as assigned by the President7. Reporting relationship: President

8) Director of Membership - Maintains current member information and initiates contact to welcome new members. Works to promote membership retention maintains records of meeting attendance, and helps coordinate communication with members of the chapter.1. Conducts and coordinates annual membership campaign with rest of board2. Introduces ISACA to potential members (e.g., public accounting firms, banks, government agencies, universities, private industry, media, etc.)3. Obtains names and contact information of non-member meeting attendees4. Reaches out to non-member meeting attendees and encourages them to join ISACA5. Provides membership applications and marketing materials to prospective members6. Performs other duties as assigned by the President7. Reporting relationship: President/Secretary

9) Director of Certification Coordinator - Responsible for obtaining instructors and making facility arrangements for ISACA certification review course(s) and for recognizing those who successfully pass the exam and those who become certified. Promotes and serve as a source of information for ISACA certifications.1. Knows and understands ISACA’s certifications and policies2. Assists candidates in preparing for the certification examination(s)3. Recognizes individuals who pass an exam and/or obtain a certification4. Assists exam passers with his/her application for certification 5. Promotes ISACA's CPE policy6. Shares feedback from trainers and/or candidates with the education department at ISACA International Headquarters with the purpose of enhancing future editions of the respective publications 7. Perform other duties as assigned by the President8. Reporting relationship: President

10) Education and Programs Chair/Committee - Responsible for coordinating shorter educational programs held in conjunction with chapter meetings. (The program chair/committee plans the larger seminars/workshops.) Develops monthly topics and annual education budget for submission to the Chapter Board. Responsible for coordinating longer (half-day or more) and/or multitrack educational seminars/workshops. Plans and presents a minimum of four seminars or workshops per year on topics of interest to the membership.1. Develops, with help/guidance from the vice President, monthly topic lists and annual education budget for submission to the Chapter Board2. Ensures a minimum of 20 CPE’s are offered to chapter members3. Coordinates education committee activities with other officers and committee chairs 4. Arranges and recommends interesting, relevant and informative topics that will contribute to the personal and professional growth of the membership5. Perform other duties as assigned by the Vice-President6. Reporting relationship: Vice-President

11) Webmaster - Oversees the maintenance and operation of the chapter web site.1. Oversees the maintenance and operation of the chapter web site ensuring all content is current/ timely.2. Coordinates with third party Internet service providers, as appropriate3. Performs other duties as assigned by the President4. Reporting relationship: President

12) Director at Large1. Contributes to the work of the Board on a wide variety of topics and projects, as directed by the President and Board.2. Assists the Treasurer in providing for an independent audit of the financial affairs of the Chapter, at least annually, and at such other times as it may deem advisable3. Performs other duties as assigned by the President4. Reporting relationship: President

13) Research Liaison/Director - 1. Acts as the chapter’s primary contact with ISACA’s research department to become the chapter’s subject matter expert (SME) in ISACA’s knowledge deliverables.2. Liaises with chapter Marketing Director, Newsletter Editor, Webmaster, and Education/Program Director to ensure dissemination of information about ISACA research to chapter members.3. Maintains ongoing communication with to ISACA International Headquarters research department to provide feedback on deliverables.4. Performs other duties as assigned by the President5. Reporting relationship: President

14) Academic Relations Director - Acts as the chapter’s primary liaison with academic institutions.1. Establishes opportunities to brief appropriate classes of academic institutions on ISACA, CISA, CISM, CGEIT, CSX, and IT governance2. Coordinates scholarship initiatives approved by the Board3. Liaises with appropriate professors and, where appropriate, takes steps to establish an Academic Advocate program in local academic institutions4. Performs other duties as assigned by the President5. Reporting relationship: Vice-President

15) CSX (Cybersecurity Nexus) Liaison - The CSX Liaison is a non-board role, and is appointed by the Chapter President. The CSX Liaison will receive information and updates from ISACA International on cybersecurity-related developments.1. Acts as ISACA International’s primary point of contact in the chapter for cybersecurity-related topics and deliverables.2. Acts as the conduit for cybersecurity-related information from ISACA International to the relevant parties in the chapter. These audiences may be some/all of the Chapter Board, a segment of the chapter membership, and/or the greater local community.3. Maintains regular communication with ISACA International’s cybersecurity team. 4. Performs other duties as assigned by the President5. Reporting relationship: President

SECTION 4 - CHAPTER OFFICER VACANCIESa. If a vacancy should occur in the office of President, the vacancy shall be filled by the Vice President.b. If a vacancy should occur in any other office, except that of Immediate Past President, the vacancy shall be filled by the Chapter Board.c. If a vacancy occurs in the office of Immediate Past President, the vacancy shall remain vacant until filled by routine succession.d. If a Chapter officer’s membership in the Association shall, for any reason, terminate that individual’s position as Chapter officer shall automatically become vacant.

ARTICLE VI - NOMINATIONS AND ELECTIONS SECTION 1 - CHAPTER NOMINATIONSa. A Nominating Committee of three members shall be elected by the Chapter Board at their July meeting. Members of the nominating committee may not themselves be nominated for any board positions. b. The Nominating Committee shall solicit nominations from the Chapter membership and shall nominate candidates for offices to be filled at the Annual General Meeting.c. The Nominating Committee shall report to the membership prior to the Annual General meeting in December. d. Nominations from the floor shall be permitted prior to the election.e. Each candidate shall have consented to serve and shall have completed a Willingness to Serve Agreement and Conflict of Interest form.

SECTION 2 - CHAPTER ELECTIONSa. Officers shall be elected by ballot.b. In the event there is only one candidate for any office, voting on that office may be by voice.

SECTION 2 - DUTIESThe Chapter Board shall:• Supervise the affairs and conduct the business of the Chapter between Board meetings.• Make recommendations to the membership.• Be subject to the orders of the membership.• Meet at least quarterly at a time and place determined by the Chapter Board as described above in Article IV Section I• Special meetings of the Chapter Board may be called by the President, and shall be called upon the written request of three (3) members of the Board. Notice must be given at least 48 hours before a Special Meeting of the Chapter Board and must include the purpose of the meeting. • Perform the duties prescribed in these bylaws and the parliamentary authority adopted by the Chapter.• Perform other items as detailed by the ISACA Head Quarters Website under Chapter Responsibilities.• Affirm that meetings of the Chapter Board may be held electronically. A conference meeting must be arranged at least 48 hours in advance of the call. Each attendee should seek recognition from the chair before beginning to speak, and each attendee should identify himself or herself prior to speaking. Motions will be voted on by voice vote. If the chair has a problem determining the vote, he or she may call for a roll call vote. The roll call vote is for determination of the outcome of the vote and shall not be recorded in the minutes. The minutes of the meeting shall be approved at the next in-person meeting.• Annually review the liability insurance coverages for adequacy.

SECTION 3 - ATTENDANCEIf members (or any other guest) are to attend a board meeting, attendance at the board meeting shall be by invitation only and may only attend during the discussion that is subject to the their topic. The attendance must be approved in advance by the President or Vice-President.

SECTION 5 - FISCAL YEAR AND ANNUAL FINANCIAL STATEMENTSa. The fiscal year of the Chapter shall run from January 1 through December 31 unless otherwise established by the Chapter Board.b. The Chapter Board shall ensure that annual financial records are prepared, approved by the Chapter Board, presented to members at the Annual General Meeting, and submitted as part of the Chapter Annual Report to the Association.

SECTION 8 - ATTENDANCEThe President may automatically remove any Board member missing more than three (3) unexcused Board meetings in a fiscal year unless the Board overrides by majority vote.

ARTICLE VIII - COMMITTEESSpecial committees will be formed at the direction of the Chapter membership or the Chapter Board, as necessary. There shall be the following standing committees: SECTION 1 – MEMBERSHIP COMMITTEE• Promote interest in the Chapter, and in the Association, and conduct an ongoing membership campaign• When requested by the Association, the local Chapter, through its membership committee, shall receive and forward applications for membership to the Association• The committee should consist of the Director of Membership & Director of Communications as chairperson and chapter members approved by the board

SECTION 2 – EDUCATION COMMITTEE• Recommend and oversee seminars and programs of professional education• At a minimum, the committee should consist of the Director of Certification Coordinator, Director of Academic Relations, and chapter members approved by the board

SECTION 3 – CERTIFICATION COMMITTEE• Assist the Director of Certification Coordinator in promoting the CGEIT, CISA, CRISC, CISM, and CSX examinations and professional designations locally• Provide assistance in planning and conducting Chapter’s exam review courses• The committee should consist of the Director of Certification Coordinator as chairperson and chapter members approved by the board

SECTION 4 – AUDIT COMMITTEE• Audit the Chapter accounts at the close of the fiscal year and to report at the Annual General Meeting.• Members of the audit committee should be selected in a manner so as not to have a conflict of interest (e.g., Treasurer shall not be part of the audit committee).• The audit committee should consist of the Director at Large as chairperson and chapter members approved by the board.

SECTION 5 – BYLAWS COMMITTEE• Report to the board and shall maintain the bylaws.• The bylaws committee shall expedite the process of revising the bylaws in accordance with Article XII of the bylaws• Assure that all proposed changes conform to any local laws, examine the consistency of the proposed change with other provisions of the bylaws and with those of the Association• Suggest wording for proposed changes• The committee should consist of the Chapter Secretary as chairperson and Chapter Board Members approved by the board.

ARTICLE IX - INDEMNIFICATIONThe Chapter shall indemnify any and all of its directors or officers or former directors or officers or any person who may have served at its request or by its election as a director or officer of another corporation, against expenses actually and necessarily incurred by them in connection with the defense or settlement of any action, suit or proceeding in which they, or any of them, are made parties, or a party, by reason of being or having been directors or a director or officer of the corporation or of such other corporation, except in relation to matters as to which any such director or officer or former director or officer or person shall be adjudged in such action, suit or proceeding to be liable for willful misconduct in performance of duty and to such matters as shall be settled by agreement predicated on existence of such liability.The indemnification provided hereby shall not be deemed exclusive of any other rights to which anyone seeking indemnification may be entitled under any bylaw, agreement, vote of members, or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office.

ARTICLE X - DISSOLUTIONIf dissolution of the Chapter becomes inevitable, these bylaws must be rescinded by two-thirds (2/3) vote of the Chapter membership after ten (10) days’ notice has been mailed to each member. In the event of dissolution, the Chapter shall notify the Chief Executive Officer of the Association, in writing, indicating the reason(s) for dissolution and shall return the Chapter charter and any other Chapter or Association documents to ISACA International Headquarters. All net assets shall be distributed to other selected ISACA chapters, or to a welfare, education, or civic project designated by the Chapter membership, pursuant to Section 501 (c) of the US Internal Revenue Code with the approval of the Association’s International President and Chief Executive Officer.

ARTICLE XI - PARLIAMENTARY AUTHORITYThe rules contained in the current edition of Roberts Rules of Order Newly Revised, shall govern the chapter in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules the chapter may adopt.

ARTICLE XII - AMENDMENT OF CHAPTER BYLAWSThe Chapter Board shall approve all suggested bylaw changes and forward them to the Membership Division of the Association, with changes indicated. The Association must give approval to all bylaw changes prior to them being submitted for a vote by chapter membership.The Chapter bylaw amendments will be approved, at the Annual General Meeting, by a two-thirds (2/3) vote, provided that the amendment has been submitted in writing at the previous meeting, or has been mailed to the entire Chapter membership at least ten (10) days prior to the meeting at which it will be voted on. The Membership Division of the Association will be advised that the Bylaw amendments have been approved, and will be sent a copy of the approved version of the bylaws.The Chapter Board shall conduct a periodic, ideally annual, comparison of the Chapter practices to the bylaws. The Chapter must ensure the compliance of the bylaws with the Association's bylaws and any applicable country or state requirements.